Non-Invasive Monitoring Systems Agrees $1M Loan, Guarantees Debt Ahead of Merger

What Happened

• On August 17, 2026 Gravitics, Inc. entered a Loan Agreement with BZH SPO LLC for a $1,000,000 unsecured credit facility; the full amount was funded on August 18, 2026. The loan is evidenced by an unsecured promissory note that matures 60 days after funding and will be repaid from proceeds of a proposed public offering to be completed with a pending merger.
• On August 17, 2026 Non‑Invasive Monitoring Systems, Inc. (NIMU) executed a Guarantee and Assumption Agreement to guarantee Gravitics’ obligations under the Loan Agreement and Note, effective upon closing of the planned merger in which Gravitics will become a wholly owned subsidiary of NIMU.

Key Details

• Loan amount: $1,000,000; funded August 18, 2026. Note maturity: 60 days after initial funding (~Oct 17, 2026).
• Interest and fees: 4.0% per 30-day period (simple, non‑compounding) plus an original issue discount (OID) equal to 50% of each tranche’s principal for each 30‑day interest period; after day 60 an additional default premium of 3.0% per 30‑day period accrues automatically.
• Repayment priority: Gravitics must apply all “Priority Proceeds” (including offering proceeds and certain customer contract proceeds) to mandatory prepayment of the Note. The Note ranks pari passu with other unsecured, unsubordinated debt.
• Guarantee: NIMU’s Guarantee becomes effective only upon consummation of the merger; the Guarantee and the Loan Agreement are filed as Exhibit 10.1 to the 8‑K.

Why It Matters

• For investors, NIMU has taken a contractual step that could make it responsible for repayment of a short‑term, high‑cost $1M obligation once the merger closes. The Guarantee is conditional on the merger, so the company’s contingent obligations hinge on completion of the transaction and related public offering.
• The loan’s economics (50% OID per 30 days plus 4% per 30 days interest and a 3% default premium after 60 days) create a very high effective financing cost and a short repayment window, increasing pressure to complete the offering and merger on schedule. Investors should watch for updates on the proposed public offering, merger closing, and any further financing or covenant developments.